Filing Details
- Accession Number:
- 0001193125-22-028354
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-03 19:00:00
- Filed By:
- Summit Partners L P
- Company:
- Engagesmart Inc.
- Filing Date:
- 2022-02-04
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Summit Partners | 0 | 26,926,752 | 0 | 26,926,752 | 26,926,752 | 16.65% |
| Summit Partners Growth Equity Fund VIII-A | 0 | 19,327,768 | 0 | 19,327,768 | 19,327,768 | 11.95% |
| Summit Partners Growth Equity Fund VIII-B | 0 | 7,060,848 | 0 | 7,060,848 | 7,060,848 | 4.36% |
| Summit Partners Entrepreneur Advisors Fund I | 0 | 128,222 | 0 | 128,222 | 128,222 | (1) 12. Type of Reporting Person (See Instructions) PN Remarks (1) Beneficial ownership representing less than 1% |
| Summit Investors I | 0 | 370,024 | 0 | 370,024 | 370,024 | (1) 12. Type of Reporting Person (See Instructions) OO Remarks (1) Beneficial ownership representing less than 1% |
| Summit Investors I (UK) | 0 | 39,890 | 0 | 39,890 | 39,890 | (1) 12. Type of Reporting Person (See Instructions) PN Remarks (1) Beneficial ownership representing less than 1% |
| Martin J. Mannion | 0 | 26,926,752 | 0 | 26,926,752 | 26,926,752 | 16.65% |
| Peter Y. Chung | 0 | 26,926,752 | 0 | 26,926,752 | 26,926,752 | 16.65% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
EngageSmart, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29283F103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Summit Partners L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
26,926,752 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
26,926,752 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
26,926,752 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
16.65%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Remarks:
| (1) | Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Summit Partners Growth Equity Fund VIII-A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
19,327,768 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
19,327,768 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
19,327,768 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.95%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Remarks:
| (1) | Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Summit Partners Growth Equity Fund VIII-B, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,060,848 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,060,848 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,060,848 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
4.36%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Remarks:
| (1) | Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Summit Partners Entrepreneur Advisors Fund I, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
128,222 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
128,222 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128,222 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Remarks:
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Summit Investors I, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
370,024 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
370,024 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
370,024 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Remarks:
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Summit Investors I (UK), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
39,890 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
39,890 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
39,890 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Remarks:
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Martin J. Mannion | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
26,926,752 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
26,926,752 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
26,926,752 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
16.65%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Remarks:
| (1) | Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| 1. | Names of Reporting Persons
Peter Y. Chung | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
26,926,752 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
26,926,752 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
26,926,752 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
16.65%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Remarks:
| (1) | Calculated based on 161,691,540 shares of the Issuers Common Stock outstanding as of October 31, 2021 as reported on the Issuers Form 10-Q, filed on November 10, 2021. |
| Item 1(a). | Name of Issuer |
EngageSmart, Inc.
| Item 1(b). | Address of the Issuers Principal Executive Offices |
30 Braintree Hill Office Park, Suite 101
Braintree, Massachusetts 02184
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons:
| (i) | Summit Partners L.P. |
| (ii) | Summit Partners Growth Equity Fund VIII-A, L.P. |
| (iii) | Summit Partners Growth Equity Fund VIII-B, L.P. |
| (iv) | Summit Partners Entrepreneur Advisors Fund I, L.P. |
| (v) | Summit Investors I, LLC |
| (vi) | Summit Investors I (UK), L.P. |
| (vii) | Martin J. Mannion |
| (viii) | Peter Y. Chung |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
222 Berkeley Street, 18th Floor
Boston, MA 02116
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Common Stock
| Item 2(e). | CUSIP Number |
29283F103
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: See #9 in each Reporting Persons table. |
| (b) | Percent of Class: See #11 in each Reporting Persons table. |
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
Summit Partners, L.P. is the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of each of Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. Summit Master Company, LLC is the (A) sole managing member of Summit Partners Entrepreneur Advisors GP, LLC, which is the general partner of Summit Partners Entrepreneur Advisors Fund I, L.P., and (B) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Summit Master Company, LLC, as the sole managing member of Summit Partners Entrepreneur Advisors GP, LLC and the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. Investment decisions for Summit Partners, L.P. are made by its two-person Investment Committee, which is currently composed of Martin J. Mannion and Peter Y. Chung, each of whom therefore has voting and dispositive authority over, and may be deemed to have beneficial ownership of, the reported securities. This Statement shall not be construed as an admission that Martin J. Mannion, Peter Y. Chung, or any of the Reporting Persons is the beneficial owner of any of the reported securities.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2022
| Summit Partners, L.P. | ||
| By: | Summit Master Company, LLC | |
| Its: | General Partner | |
| By: | * | |
| Authorized Signatory | ||
| Summit Partners Growth Equity Fund VIII-A, L.P. | ||
| By: | Summit Partners GE VIII, L.P. | |
| Its: | General Partner | |
| By: | * | |
| Authorized Signatory | ||
| Summit Partners Growth Equity Fund VIII-B, L.P. | ||
| By: | Summit Partners GE VIII, L.P. | |
| Its: | General Partner | |
| By: | * | |
| Authorized Signatory | ||
| Summit Partners Entrepreneur Advisors Fund I, L.P. | ||
| By: | Summit Partners Entrepreneur Advisors GP, LLC | |
| Its: | General Partner | |
| By: | * | |
| Authorized Signatory | ||
| Summit Investors I, LLC | ||
| By: | Summit Investors Management, LLC | |
| Its | Manager | |
| By: | * | |
| Authorized Signatory | ||
| Summit Master Company, LLC | ||
| By: | * | |
| Authorized Signatory | ||
| By: | * | |
| Name: Peter Y. Chung | ||
| By: | * | |
| Name: Martin J. Mannion | ||
| *By: | /s/ Adam H. Hennessey | |
| Adam H. Hennessey | ||
| Power of Attorney** | ||
| ** | Pursuant to Powers of Attorney attached hereto as Exhibit B. |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 4, 2022 | |
| Exhibit B | Powers of Attorney. | |